Terms of Service

Effective Date: November 4, 2025

Welcome to Cedar Trading Inc. (DBA: Cedar Foods Gourmet Solutions)! These Terms of Service ("Terms") govern your access to and use of the services, products, and website (collectively, the "Services") provided by Cedar Trading Inc.  ("we," "us," or "our"), a food distribution company based in Miami, Florida.

By accessing or using our Services, you agree to be bound by these Terms, our Privacy Policy, and our Return and Consumer Safety Policy. If you do not agree to these Terms, you may not access or use our Services.

1. Acceptance of Terms

By placing an order, creating an account, or otherwise using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as any other policies referenced herein. These Terms constitute a legally binding agreement between you and Cedar Trading Inc.

 2. Services Provided

Cedar Trading Inc. specializes in the wholesale distribution of food products to businesses and authorized entities within Miami, Florida, and surrounding areas. Our Services include, but are not limited to, product sourcing, order processing, warehousing, and delivery of food items. We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time without prior notice.

 3. Account Registration and Eligibility

  • Account Creation: To access certain Services (e.g., placing orders, managing accounts), you may be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
  • Eligibility: Our Services are intended for use by businesses and authorized individuals who are 18 years of age or older and legally capable of entering into binding contracts. By using our Services, you represent and warrant that you meet these eligibility requirements.
  • Account Security: You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this section.

4. Order Placement and Acceptance

  • Order Submission: Orders can be placed through our designated ordering channels (e.g., website, phone, email, sales representative). All orders are subject to product availability and our acceptance.
  • Order Confirmation: Upon receiving your order, we will send an order confirmation. This confirmation does not signify our acceptance of your order; rather, it is a confirmation that we have received it.
  • Order Acceptance: An order is considered accepted only when we dispatch the products to you and send a shipping confirmation or invoice. We reserve the right to refuse or cancel any order for any reason, including but not limited to, product unavailability, errors in pricing or product description, or suspected fraudulent activity.

 

5. Pricing and Payment

  • Pricing: All prices for products and services are quoted in U.S. Dollars and are subject to change without prior notice. Prices do not include applicable taxes, delivery fees, or other charges, which will be added to your invoice where applicable.
  • Payment Terms: Payment terms will be agreed upon during account setup (e.g., net 30 days, credit card on file). You agree to pay all amounts due by the specified due date.
  • Late Payments: Overdue accounts may be subject to late payment fees or interest charges as permitted by Florida law. We reserve the right to suspend or terminate Services for overdue accounts.
  • Taxes: You are responsible for all applicable sales, use, excise, or other taxes related to your purchases, unless you provide us with a valid tax exemption certificate.

6. Delivery

  • Delivery Terms: Delivery terms, including delivery windows, minimum order requirements, and delivery charges, will be communicated to you at the time of order or account setup.
  • Receipt of Goods: You are responsible for inspecting all products upon delivery. Any discrepancies, damages, or temperature issues must be noted on the delivery receipt at the time of delivery or reported immediately in accordance with our Return and Consumer Safety Policy.
  • Risk of Loss: Risk of loss and title for products pass to you upon our delivery to the carrier or to your designated receiving location.

7. Returns and Refunds

Our policy regarding returns and refunds is detailed in our separate Return and Consumer Safety Policy, which is incorporated into these Terms by reference. You agree to review and comply with that policy for all matters related to product returns, quality issues, and consumer safety concerns. Due to the perishable nature of our products and strict food safety regulations, returns are accepted only under specific conditions.

8. Product Quality and Safety

We are committed to providing high-quality, safe food products. However, as a distributor, we rely on our suppliers for product manufacturing and initial quality control. You acknowledge and agree that:

  • Proper Handling: You are solely responsible for the proper handling, storage, preparation, and use of all products after delivery, in accordance with all applicable food safety guidelines, regulations, and product instructions.
  • Food Safety Compliance: You agree to comply with all federal, state (including Florida Department of Agriculture and Consumer Services and Florida Department of Health regulations), and local food safety laws and regulations in your handling, storage, and preparation of the products.
  • No Warranty on End Use: We do not warrant the fitness for a particular purpose or merchantability of products once they have left our control and are subject to your handling and storage conditions.

9. Intellectual Property

All content on our website and provided through our Services, including text, graphics, logos, images, and software, is the property of Cedar Trading Inc. or its licensors and is protected by intellectual property laws. You may not use, reproduce, distribute, or create derivative works from any content without our express written permission.

10. User Conduct

You agree to use our Services only for lawful purposes and in a manner that does not infringe the rights of, restrict, or inhibit anyone else's use and enjoyment of the Services. Prohibited conduct includes:

  • Engaging in any activity that is illegal, fraudulent, or harmful.
  • Attempting to gain unauthorized access to our systems or other users' accounts.
  • Interfering with the operation of our Services.
  • Using our Services to transmit any unsolicited or unauthorized advertising or promotional materials.

11. Disclaimers and Limitation of Liability

  • Disclaimer of Warranties: OUR SERVICES AND ALL PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
  • Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CEDAR TRADING INC., ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR PRODUCTS; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12. Indemnification

You agree to defend, indemnify, and hold harmless Cedar Trading Inc., its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Services or products; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your use of the Services or products caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services.

13. Termination

We may terminate or suspend your account and access to our Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease. If you wish to terminate your account, you may simply discontinue using the Services or contact us.

14. Governing Law and Jurisdiction

These Terms shall be governed and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. You agree that any legal action or proceeding arising out of or relating to these Terms or your use of the Services shall be exclusively brought in the state or federal courts located in Miami-Dade County, Florida.

15. Dispute Resolution

Any dispute or claim arising out of or relating to these Terms or the breach thereof shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration will take place in Miami, Florida. The prevailing party in any arbitration or litigation hereunder shall be entitled to recover its reasonable attorneys' fees and costs.

16. Changes to These Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least [e.g., 30 days'] notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms.

17. Miscellaneous

  • Severability: If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
  • Entire Agreement: These Terms, together with our Privacy Policy and Return and Consumer Safety Policy, constitute the entire agreement between you and Cedar Trading Inc. regarding our Services.
  • Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

18. Contact Information

If you have any questions about these Terms, please contact us:

Company name: Cedar Trading Inc.

Address: 6451 NW 102nd Avenue, Unit #6, Doral, FL 33178

Telephone Number: +1-305-858-0050

Email: admin@cedarfoodsgroup.com

 

Key Legal Considerations and Recommendations for Review:

  1. Florida Specifics:
    • Governing Law and Jurisdiction: Explicitly states Florida law and Miami-Dade County courts. This is crucial.
    • Food Safety: Reinforces the customer's responsibility for handling and compliance with Florida food safety regulations.
    • Limitation of Liability: Ensure this section is as robust as possible under Florida law, as it's a key protection for your business.
    • Arbitration: While common, consider if arbitration is the best fit for your business. It can be faster and less expensive than litigation but limits certain legal avenues.
  2. Business Model:
    • B2B vs. B2C: This draft leans towards a B2B (business-to-business) model, which is typical for a food distribution company. If you also serve individual consumers, some clauses might need adjustment to reflect consumer protection laws more broadly.
    • Online vs. Offline: If you have a significant online presence, ensure the terms cover website usage, online ordering, and data practices adequately.
  3. Specifics to Fill In:
    • [Your Company Name]
    • [e.g., 30 days'] for notice of changes.
    • Your company's contact information.
  4. Legal Review is MANDATORY: I cannot stress this enough. A lawyer will:
    • Ensure all clauses are legally enforceable in Florida.
    • Tailor the disclaimers and limitations of liability to your specific business risks.
    • Advise on any other state or federal regulations that might apply to your specific operations (e.g., specific food product regulations, transportation laws).
    • Ensure consistency with your Privacy Policy and Return Policy.